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UPDATE, 4/14/14, 12:30 p.m. EDT: Freshfields Bruckhaus Deringer is also advising Mars on the acquisition with a team that includes antitrust, competition and trade partners Helmut Bergmann, Piers Prichard Jones and Takeshi Nakao as well as counsel Alexander Viktorov and senior consultant Akinori Uesugi.
Mars, the manufacturer of such iconic food brands as M&M’s candies and Uncle Ben’s Rice, said Wednesday it is expanding its pet food portfolio through a $2.9 billion transaction with Procter & Gamble.
Mars’ current pet food holdings include such brands as Banfield, Pedigree and Whiskas. Cincinnati-based P&G is selling its pet food business, which features the Iams, Eukanuba and Natura brands, as part of the company’s ongoing strategy to focus on core businesses that include personal grooming and health care items as well as other household products. Mars is paying cash for the three brands, which it plans to fold into what is already the world’s largest pet care company, Mars Petcare.
The deal—which does not include a European pet food business that P&G is also looking to sell—is expected to be completed in the second half of the year, pending regulatory approval.
For Mars, the acquisition comes two months after one of the company’s subsidiaries, Nutro, was hit with a potential class action in New Jersey federal court for allegedly misleading pet owners with claims that its dog food products promote the growth of beneficial probiotics, according to sibling publication The New Jersey Law Journal. A similar class case against Nutro limited to California consumers ended in a settlement in 2011. Meanwhile, The Legal Intelligencer recently reported that Mars and its fellow chocolate-makers, Hershey and Nestle, successfully knocked out price-fixing charges in Pennsylvania federal court in February. (Williams & Connolly is representing Mars and Nutro in the New Jersey suit, while McDermott Will & Emery represented Mars in the price-fixing case.)
Skadden, Arps, Slate, Meagher & Flom is advising McLean, Va.–based Mars on its pet food purchase after previously advising chewing gum maker Wm. Wrigley Jr. Company on its sale to Mars in 2008 for $23 billion. Now the firm finds itself on the Mars side of the deal table with a team that includes New York–based M&A partners Howard Ellin and Neil Stronski. Tax partner Cliff Gross, executive compensation and benefits partner Neil Leff, IP and technology partner Stuart Levi, real estate partner Audrey Sokoloff, health care enforcement partner Jennifer Bragg, labor and employment law partner David Schwartz, IP and technology counsel Jessica Cohen and government enforcement counsel Jason Gray are also working on the deal for Skadden.
Skadden associates on Wednesday’s deal are June Dipchand, Matthew Donnelly, Kyle Hatton, Sylvia Heredia, Dohyun Kim, Serhat Krause, Katherine Nakazono, Katie O’Neill, Young Park, Breanna Peterson, Juano Queen, Aliya Sanders, Paul Schockett, Andrew Tunnard and Anne Villanueva. John Donofrio, a former Kirkland & Ellis partner, serves as general counsel for Mars.
McDermott also has a role on the deal advising Mars on antitrust aspects of the transaction. Antitrust practice head Joseph Winterscheid is leading a team from the firm that also includes antitrust partners William Diaz, Andrea Hamilton, Gregory Heltzer and Carla Hine.
Representing P&G on the sale is the company’s longtime outside counsel, Jones Day. The firm has advised P&G on a number of its past divestments, including the 2012 sale of the company’s Pringles snacks unit to Kellogg Co. for $2.7 billion—a sale that came about after a previous agreement with Diamond Foods fell apart amid an accounting scandal involving the latter’s financial statements. In 2008 P&G also called on Jones Day for legal advice on its $3.3 billion sale of Folger Coffee Company to The J.M. Smucker Company.
Jones Day M&A partners Robert Profusek and Peter Izanec—based in New York and Cleveland, respectively—are leading the way for the firm on the pet food sale. Tax partners Andrew Eisenberg, Patrick O’Brien and Scott Levine are also working on the deal along with benefits and compensation partner Tricia Eschbach-Hall, IP partner Thomas Briggs, FDA regulatory partner Mark Mansour, real estate partner William Herzberger and environmental health and safety partner Thomas Hamilton. Partners David Wales and Peter Love in Washington, D.C., and partner Serge Clerckx in Brussels are working on antitrust aspects of the deal.
P&G’s chief legal officer is Deborah Majoras, a former Jones Day antitrust partner who has also worked in the U.S. Department of Justice and formerly chaired the U.S. Federal Trade Commission.